---
ticker: EXPE
company: EXPE
filing_type: 10-K
year_current: 2026
year_prior: 2025
risks_added: 2
risks_removed: 1
risks_modified: 8
risks_unchanged: 22
source: SEC EDGAR
url: https://riskdiff.com/expe/2026-vs-2025/
markdown_url: https://riskdiff.com/expe/2026-vs-2025/index.md
generated: 2026-06-01
---

# EXPE: 10-K Risk Factor Changes 2026 vs 2025

> Source: U.S. Securities and Exchange Commission (EDGAR)  
> Generated: 2026-06-01  
> All data extracted directly from official filings. No hallucinated content.

## Summary

| Status | Count |
|--------|-------|
| New risks added | 2 |
| Risks removed | 1 |
| Risks modified | 8 |
| Unchanged | 22 |

---

## New in Current Filing: Acquisitions, investments, divestitures or significant commercial arrangements could result in operating and financial difficulties.

We have acquired, invested in, divested or entered into significant commercial arrangements with a number of businesses in the past, and our future success may depend, in part, on such transactions, any of which could be material to our financial condition and results of operations. Key risks related to such transactions include:•Valuation & Financial Underperformance: Overpaying for acquired assets, failing to realize projected synergies (revenue, cost, scale) or divestiture value, or assuming known or unknown liabilities from acquired companies;•Integration & Execution Failures: Difficulty in integrating diverse technologies, cultures, and workforces, causing operational disruption, diversion of management attention or resources, loss of key talent, reduced productivity, and harm to relationships with customers, suppliers and other counterparties;•Regulatory & Compliance Hurdles: Navigating complex antitrust, data privacy (GDPR, CCPA), and international regulatory approvals, potentially delaying or blocking transactions and incurring significant costs;•Market & Competitive Disruption: Entering new markets or partnering with entities that face different competitive pressures, geopolitical instability, or shifts in consumer behavior, increasing complexity in our business;•Cybersecurity & IP Vulnerabilities: Increased attack surface and potential leakage of sensitive customer data or proprietary technology during integration or partnership, damaging trust and incurring costs;•Divestiture Challenges: Difficulty in separating complex assets, retaining essential functions, or finding suitable buyers, potentially leading to stranded costs or operational inefficiencies post-separation; and•Counterparty & Partner Risk: Partners or acquired entities failing to meet obligations, leading to litigation, payment disputes, or undermining the strategic rationale of the transaction. Valuation & Financial Underperformance: Overpaying for acquired assets, failing to realize projected synergies (revenue, cost, scale) or divestiture value, or assuming known or unknown liabilities from acquired companies; Integration & Execution Failures: Difficulty in integrating diverse technologies, cultures, and workforces, causing operational disruption, diversion of management attention or resources, loss of key talent, reduced productivity, and harm to relationships with customers, suppliers and other counterparties; Regulatory & Compliance Hurdles: Navigating complex antitrust, data privacy (GDPR, CCPA), and international regulatory approvals, potentially delaying or blocking transactions and incurring significant costs; Market & Competitive Disruption: Entering new markets or partnering with entities that face different competitive pressures, geopolitical instability, or shifts in consumer behavior, increasing complexity in our business; Cybersecurity & IP Vulnerabilities: Increased attack surface and potential leakage of sensitive customer data or proprietary technology during integration or partnership, damaging trust and incurring costs; Divestiture Challenges: Difficulty in separating complex assets, retaining essential functions, or finding suitable buyers, potentially leading to stranded costs or operational inefficiencies post-separation; and Counterparty & Partner Risk: Partners or acquired entities failing to meet obligations, leading to litigation, payment disputes, or undermining the strategic rationale of the transaction. Our failure to address these risks or other problems encountered in connection with past or future acquisitions, divestitures and investments could cause us to fail to realize the anticipated benefits of such acquisitions, divestitures or investments, incur unanticipated liabilities and harm our business generally.

---

## New in Current Filing: Our use of AI technologies in our products, services and operations present significant risks that could materially harm our business, reputation and financial performance.

We have incorporated third-party AI technology in certain of our products, services and business operations, and our research, development and deployment of AI technologies for internal productivity and customer or partner-facing initiatives remains ongoing. These efforts will continue to require significant investment and resources and present risks, challenges, and unintended consequences that could affect our and our customers' adoption and use of this technology. While we aim to develop and deploy AI responsibly and attempt to identify and mitigate ethical and legal issues presented by its use, AI algorithms and training methodologies may be flawed and we may be unsuccessful in identifying or resolving issues before they arise. AI-related issues, deficiencies and/or failures could give rise to legal and/or regulatory action as a result of new applications of existing data protection, privacy, intellectual property, and other laws, including with respect to proposed legislation regulating AI in jurisdictions in which we operate; damage our reputation; or otherwise materially harm our business.

---

## No Match in Current: Acquisitions, investments, divestitures or significant commercial arrangements could result in operating and financial difficulties.

*This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.*

We have acquired, invested in, divested or entered into significant commercial arrangements with a number of businesses in the past, and our future success may depend, in part, on such transactions, any of which could be material to our financial condition and results of operations. Certain financial and operational risks related to such transactions that may have a material impact on our business are:•diversion of management's attention or other resources from our existing businesses;•use of cash resources and incurrence of debt and contingent liabilities in funding and after consummating acquisitions may limit other potential uses of our cash, including stock repurchases, dividend payments and retirement of outstanding indebtedness;•amortization expenses related to acquired intangible assets and other adverse accounting consequences, including changes in fair value of contingent consideration;•expected and unexpected costs incurred in pursuing acquisitions, if unsuccessful could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition;•impairment of relationships with employees, suppliers, customers, vendors and affiliates of our business and the acquired business;•the assumption of known and unknown debt and other liabilities and obligations of the acquired company;•difficulties and expenses in integrating or separating, as the case may be, the operations, products, technology, privacy protection systems, information systems or personnel of an acquired or divested company, including in the case of a divestiture our reliance on performance by the acquiring company;•failure of the acquired company to achieve anticipated integration synergies, traffic, transactions, revenues, earnings or cash flows or to retain key management or employees;•failure to generate adequate returns on our acquisitions and investments, or returns in excess of alternative uses of capital;•entrance into markets or segments in which we have no direct prior experience resulting in increased complexity in our business;•challenges relating to the structure of an investment, such as governance, accountability and decision-making conflicts that may arise in the context of a joint venture or other majority ownership investments;•costs associated with remediating fraud, information security, or other similar incidents at an acquired company;•impairment of goodwill or other intangible assets such as trademarks or other intellectual property arising from our acquisitions; 15 15 15 Table of Contents Table of Contents •costs associated with litigation or other claims arising in connection with the acquired company;•increased or unexpected costs or delays to obtain governmental or regulatory approvals for acquisitions;•divestitures of functions, assets or operations may impede our ability to successfully operate our business, result in liability to purchasers, or consume significant resources;•divested assets may be worth more than the consideration we receive in respect thereof;•increased competition amongst potential acquirers for acquisition targets could result in a material increase in the purchase price for such targets or otherwise limit our ability to consummate acquisitions; •increased regulatory scrutiny of our core or acquired business; and•adverse market reaction to divestitures, acquisitions or investments or failure to consummate such transactions. Moreover, we often rely heavily on the representations and warranties and related indemnities provided to us by the sellers of acquired private companies, including as they relate to creation, ownership and rights in intellectual property and compliance with laws and contractual requirements. Our failure to address these risks or other problems encountered in connection with past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and harm our business generally.

---

## Modified: Our business could be negatively affected by changes in search engine algorithms and dynamics or other traffic-generating arrangements.

**Key changes:**

- Reworded sentence: "We generate a significant portion of the traffic to our websites and the websites of our affiliates from internet search engines, such as Google, through the purchase of travel-related keywords and organic search."
- Reworded sentence: "Search or metasearch engines could, for competitive or other purposes, alter their search algorithms or display of results which could cause a website to rank lower in search query results or inhibit participation in the search query results."

**Prior (2025):**

We rely heavily on internet search engines, such as Google, through the purchase of travel-related keywords and through organic search, to generate a significant portion of the traffic to our websites and the websites of our affiliates. Search engines frequently update and change the logic that determines the placement and display of results of a user's search, such that the placement or cost of links to our websites and those of our affiliates can be negatively affected. In addition, a significant amount of traffic is directed to our websites and those of our affiliates through participation in pay-per-click and display advertising campaigns on search engines, including Google, and travel metasearch websites, including Kayak, TripAdvisor and trivago. Pricing and operating dynamics for these traffic sources can change rapidly, both technically and competitively. Moreover, a search or metasearch engine could, for competitive or other purposes, alter its search algorithms or display of results which could cause a website to place lower in search query results or inhibit participation in the search query results. In particular, Google has in the past, and may continue to in the future, change its algorithms or results in a manner that negatively affects the search engine ranking, paid and unpaid, of our websites, the websites of our affiliates and those of our third-party distribution partners, which adversely impacts our business and financial performance. Google has also increasingly added its own travel search functionality and content at the expense of traditional paid listings and organic search results, which may continue to 12 12 12 Table of Contents Table of Contents reduce the amount of traffic to our websites or those of our affiliates. If Google or other search or metasearch companies continue to pursue these or similar strategies, which is out of our control, or we do not successfully manage our paid and unpaid search strategies, we could face a significant decrease in traffic to our websites and/or increased costs related to replacing unpaid traffic with paid traffic.

**Current (2026):**

We generate a significant portion of the traffic to our websites and the websites of our affiliates from internet search engines, such as Google, through the purchase of travel-related keywords and organic search. Search engines frequently change the algorithms that determine placement and display of results. These changes can adversely affect the ranking, visibility, or cost of links to our websites. In addition, we receive meaningful traffic to our websites and those of our affiliates through participation in pay-per-click and display advertising campaigns on search engines, including Google, and travel metasearch websites, such as Kayak, TripAdvisor and trivago. Pricing and operating dynamics for these traffic sources can change rapidly, both technically and competitively. Search or metasearch engines could, for competitive or other purposes, alter their search algorithms or display of results which could cause a website to rank lower in search query results or inhibit participation in the search query results. For example, Google has in the past, and may continue to in the future, change its algorithms or results in a manner that negatively affects the search engine ranking, both paid and unpaid, of our websites, the websites of our affiliates and those of our third-party distribution partners, which could adversely impact our business and financial performance. Certain search providers, such as Google, have increasingly added their own travel search functionality and content at the expense of traditional paid listings and organic search results, which may continue to reduce the amount of traffic to our websites or those of our affiliates. If Google or other search or metasearch companies continue to pursue these or similar strategies, which are out of our control, or we do not successfully manage our paid and unpaid search strategies, we could face a significant decrease in traffic to our websites and/or increased costs related to replacing unpaid traffic with paid traffic. In addition, the emergence of AI search platforms and changing consumer behavior adversely affect search traffic and margins. 10 10 10 Table of Contents Table of Contents

---

## Modified: System interruption, security breaches and unplanned outages in our information systems, or those of third-party providers on which we rely, may harm our businesses.

**Key changes:**

- Reworded sentence: "We continue to encounter attempted external attacks in a variety of forms, including ransomware, account takeovers, phishing, disinformation, and denial of service attacks."
- Removed sentence: "In addition, as a result of our migration of key portions of our platform functionality to AWS, we now depend on the availability of AWS's services and any incident affecting AWS's infrastructure and availability, which have occurred a number of times in the recent past, could adversely affect the availability of our platform and our ability to serve our customers, which could in turn damage our reputation with current and potential customers, expose us to liability, result in substantial costs for remediation, cause us to lose customers, or otherwise harm our business, financial condition, or results of operations."
- Removed sentence: "We may also incur significant costs for using alternative hosting sources or taking other actions in preparation for, or in reaction to, events that compromise the AWS services we use."

**Prior (2025):**

The risk of a cybersecurity-related attack by criminal organizations, hacktivists, foreign governments, and terrorists, is persistent. Due to the size and scale of our technology infrastructure and overall operations, vulnerabilities present within our systems may result in unauthorized access to confidential data including our own proprietary data, that of our partners or the personal data of our customers, including payment data. In addition, given the nature of our operations, consumer personal and payment data may also be accessed inappropriately within partner systems should those partners also experience a breach. In addition, we continue to encounter attempted external attacks in a variety of forms, including ransomware, account takeovers, phishing, disinformation, and denial of service attacks. Additionally, some actors are using AI technology to launch more sophisticated, automated, targeted and coordinated attacks, including phishing and account takeover attacks, that are more difficult to detect. As these continue, there is a risk that successful attacks may cause a significant cybersecurity incident which impacts our critical operations, or those of our partners. Successful attacks have the potential to damage our reputation, increase costs, and result in regulatory scrutiny or fines. As we continue to migrate legacy systems to newer information technology systems, we increase the risk of system interruptions. We have experienced and may in the future experience system interruptions that make some or all of these systems unavailable or prevent us from efficiently fulfilling orders or providing services to third parties. Significant interruptions, outages or delays in our internal systems, or systems of third parties that we rely upon - including multiple co-location providers for data centers, cloud computing providers for application hosting, and network access providers - and network access, or deterioration in the performance of such systems, would impair our ability to process transactions, decrease our quality of service that we can offer to our customers, damage our reputation and brands, increase our costs and/or cause losses. We also face risks related to our ability to maintain data and hardware security with respect to remote working. No assurance can be given that our backup systems or contingency plans will sustain critical aspects of our operations or business processes in all circumstances. Although we have put measures in place to protect certain portions of our facilities and assets, any of these events could cause system interruption, delays and loss of critical data, and could prevent us from providing services to our travelers and/or third parties for a significant period of time. In addition, as a result of our migration of key portions of our platform functionality to AWS, we now depend on the availability of AWS's services and any incident affecting AWS's infrastructure and availability, which have occurred a number of times in the recent past, could adversely affect the availability of our platform and our ability to serve our customers, which could in turn damage our reputation with current and potential customers, expose us to liability, result in substantial costs for remediation, cause us to lose customers, or otherwise harm our business, financial condition, or results of operations. We may also incur significant costs for using alternative hosting sources or taking other actions in preparation for, or in reaction to, events that compromise the AWS services we use.

**Current (2026):**

The risk of a cybersecurity-related attack by criminal organizations, hacktivists, foreign governments, and terrorists, is persistent. Due to the size and scale of our technology infrastructure and overall operations, vulnerabilities present within our systems may result in unauthorized access to confidential data including our own proprietary data, that of our partners or the personal data of our customers, including payment data. In addition, given the nature of our operations, consumer personal and payment data may also be accessed inappropriately within partner systems should those partners also experience a breach. We continue to encounter attempted external attacks in a variety of forms, including ransomware, account takeovers, phishing, disinformation, and denial of service attacks. Additionally, some actors are using AI technology to launch more sophisticated, automated, targeted and coordinated attacks, including phishing and account takeover attacks, that are more 15 15 15 Table of Contents Table of Contents difficult to detect. As these continue, there is a risk that successful attacks may cause a significant cybersecurity incident which impacts our critical operations, or those of our partners. Successful attacks have the potential to damage our reputation, increase costs, and result in regulatory scrutiny or fines. As we continue to migrate legacy systems to newer information technology systems, we increase the risk of system interruptions. We have experienced and may in the future experience system interruptions that make some or all of these systems unavailable or prevent us from efficiently fulfilling orders or providing services to third parties. Significant interruptions, outages or delays in our internal systems, or systems of third parties that we rely upon - including multiple co-location providers for data centers, cloud computing providers for application hosting, and network access providers - and network access, or deterioration in the performance of such systems, would impair our ability to process transactions, decrease our quality of service that we can offer to our customers, damage our reputation and brands, increase our costs and/or cause losses. We also face risks related to our ability to maintain data and hardware security with respect to remote working. No assurance can be given that our backup systems or contingency plans will sustain critical aspects of our operations or business processes in all circumstances. Although we have put measures in place to protect certain portions of our facilities and assets, any of these events could cause system interruption, delays and loss of critical data, and could prevent us from providing services to our travelers and/or third parties for a significant period of time.

---

## Modified: A failure to comply with current laws, rules, and regulations or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business, financial performance, results of operations or business growth.

**Key changes:**

- Reworded sentence: "Our business and financial performance could be adversely affected by changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our businesses, including those relating to travel, tourism services, and alternative accommodation licensing and listing requirements, the provision of travel packages, the internet and online commerce, internet advertising and price display, consumer protection, licensing and regulations relating to the offer of travel insurance and related products, anti-corruption, anti-trust and competition (including our contractual provisions regarding pricing and travel suppliers), economic and trade sanctions, tax, banking, machine learning and AI, data security, the provision of payment services and privacy."
- Reworded sentence: "Recent examples of new website display laws or regulations include, (i) in the United States, the Federal Trade Commission Rule on Unfair or Deceptive Fees, effective May 2025, relating to price display for accommodation and live events, and various state laws that have been introduced or are under consideration that require us to include all mandatory fees, and (ii) in Europe, in addition to other national laws establishing display requirements, the EU Digital Services Act requires us to display a variety of supplier-related information, including local license numbers, tax identification numbers, business registration numbers, or statements regarding compliance with local laws."
- Reworded sentence: "Likewise, the SEC, Department of Justice ("DOJ") and Office of Foreign Assets Controls ("OFAC"), as well as foreign regulatory authorities, have continued to enforce economic sanctions and trade regulations, anti-money laundering, and anti-corruption laws."
- Reworded sentence: "We also have been subject, and we will likely be subject in the future, to inquiries or legal proceedings from time to time from regulatory bodies concerning compliance with economic sanctions, consumer protection, competition, tax, payments and travel industry-specific laws and regulations."

**Prior (2025):**

Our global operations are subject to complex and changing laws and regulations. Our business and financial performance could be adversely affected by changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our businesses, including those relating to travel and alternative accommodation licensing and listing requirements, the provision of travel packages, the internet and online commerce, internet advertising and price display, consumer protection, licensing and regulations relating to the offer of travel insurance and related products, anti-corruption, anti-trust and competition (including our contractual provisions regarding pricing and travel suppliers), economic and trade sanctions, tax, banking, machine learning and AI, data security, the provision of payment services and privacy. There are, and will likely continue to be, an increasing number of laws and regulations pertaining to the internet and online commerce that relate to website display and messaging, including prices, liability for information retrieved from or transmitted over the internet, online editorial and user-generated content, user privacy, behavioral targeting and online advertising, taxation, liability for third-party activities and the quality of products and services, and our contractual relationships with travel suppliers who list on our sites. Recent examples of new website display laws or regulations include, (i) in the United States, the Federal Trade Commission and the states of California and Minnesota introducing, and Congress and other states considering, laws or regulations that require us to include all fees in the prices displayed for accommodations on our websites, and (ii) in Europe, the EU Digital Services Act and Council Directive (known as DAC7) requires us to display a variety of supplier-related information, including local license numbers, tax identification numbers, business registration numbers, or statements regarding compliance with local laws. These and other new laws and regulations maybe costly and time consuming to implement, and significantly impact the profitability or competitiveness of our business. Additionally, some jurisdictions have implemented or are considering implementing regulations that restrict or could restrict access to city centers and popular destinations as well as impact our ability to offer accommodations, such as by limiting the construction of new hotels or renting of alternative accommodations. Also, compliance with the European Economic Community ("EEC") Council Directive on Package Travel, Package Holidays and Package Tours is costly and complex and could adversely impact our ability to offer certain packages in the EEC. Likewise, the SEC, Department of Justice ("DOJ") and Office of Foreign Assets Controls ("OFAC"), as well as foreign regulatory authorities, have continued to increase the enforcement of economic sanctions and trade regulations, anti-money laundering, and anti-corruption laws, across industries. As regulations continue to evolve and regulatory oversight continues to increase, we cannot guarantee that our programs and policies will be deemed compliant by all applicable regulatory authorities. In the event our controls should fail or are found to be out of compliance for other reasons, we could be subject to monetary damages, civil and criminal money penalties, litigation and damage to our reputation and the value of our brands. We also have been subject, and we will likely be subject in the future, to inquiries or legal proceedings from time to time from regulatory bodies concerning compliance with economic sanctions, consumer protection, competition, tax, payments and travel industry-specific laws and regulations, including but not limited to investigations and legal proceedings relating to the travel industry and, in particular, parity provisions in contracts between hotels and online travel companies, including Expedia 18 18 18 Table of Contents Table of Contents Group, and the presentation of information to consumers, as described in Part I. Item 3. Legal Proceedings  -  Competition and Consumer Matters. The failure of our businesses to comply with these laws and regulations could result in fines and/or proceedings against us by governmental agencies and/or consumers which, if material, could adversely affect our business, financial condition and results of operations.

**Current (2026):**

Our global operations are subject to complex and changing laws and regulations. Our business and financial performance could be adversely affected by changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our businesses, including those relating to travel, tourism services, and alternative accommodation licensing and listing requirements, the provision of travel packages, the internet and online commerce, internet advertising and price display, consumer protection, licensing and regulations relating to the offer of travel insurance and related products, anti-corruption, anti-trust and competition (including our contractual provisions regarding pricing and travel suppliers), economic and trade sanctions, tax, banking, machine learning and AI, data security, the provision of payment services and privacy. There are, and will likely continue to be, an increasing number of laws and regulations pertaining to the internet and online commerce that relate to website display and messaging, including prices, liability for information retrieved from or transmitted over the internet, online editorial and user-generated content, user privacy, behavioral targeting and online advertising, taxation, liability for third-party activities and the quality of products and services, and our contractual relationships with travel suppliers who list on our sites. Recent examples of new website display laws or regulations include, (i) in the United States, the Federal Trade Commission Rule on Unfair or Deceptive Fees, effective May 2025, relating to price display for accommodation and live events, and various state laws that have been introduced or are under consideration that require us to include all mandatory fees, and (ii) in Europe, in addition to other national laws establishing display requirements, the EU Digital Services Act requires us to display a variety of supplier-related information, including local license numbers, tax identification numbers, business registration numbers, or statements regarding compliance with local laws. These and other new 17 17 17 Table of Contents Table of Contents laws and regulations may be costly and time consuming to implement, and significantly impact the profitability or competitiveness of our business. Additionally, some jurisdictions have implemented or are considering implementing regulations that restrict or could restrict access to city centers and popular destinations as well as impact our ability to offer accommodations, such as by limiting the construction of new hotels or renting of alternative accommodations. Also, compliance with the European Economic Community ("EEC") Council Directive on Package Travel, Package Holidays and Package Tours is costly and complex and could adversely impact our ability to offer certain packages in the EEC. Likewise, the SEC, Department of Justice ("DOJ") and Office of Foreign Assets Controls ("OFAC"), as well as foreign regulatory authorities, have continued to enforce economic sanctions and trade regulations, anti-money laundering, and anti-corruption laws. As regulations continue to evolve and regulatory oversight continues to evolve, we cannot guarantee that our programs and policies will be deemed compliant by all applicable regulatory authorities. In the event our controls should fail or are found to be out of compliance for other reasons, we could be subject to monetary damages, civil and criminal money penalties, litigation and damage to our reputation and the value of our brands. We also have been subject, and we will likely be subject in the future, to inquiries or legal proceedings from time to time from regulatory bodies concerning compliance with economic sanctions, consumer protection, competition, tax, payments and travel industry-specific laws and regulations. For example, in 2020, the Australian Competition and Consumer Commission held that aspects of the way that our trivago subsidiary had offered accommodation on its Australian website breached Australian Consumer Law. Expedia Group companies have also historically been involved in a number of investigations by national competition authorities related to whether certain parity clauses in contracts between Expedia Group entities and accommodation providers are anti-competitive, as well as market studies, inquiries or investigations by regulatory authorities relating to the presentation of information on certain of our consumer-facing websites. We have worked collaboratively with such authorities and in some cases have offered voluntary undertakings or commitments in order to address the regulatory authorities' concerns. However, we are unable to predict what, if any, future actions by regulatory authorities will have on our business, industry practices or online commerce more generally.

---

## Modified: We are subject to fraud risks.

**Key changes:**

- Reworded sentence: "We are sometimes held 11 11 11 Table of Contents Table of Contents liable for accepting fraudulent bookings on our websites or other bookings for which payment is subsequently disputed by our customers both of which lead to the reversal of payments received by us for such bookings (referred to as a "charge-back")."
- Reworded sentence: "In addition, we have been subject to fraudulent impersonation and supplier schemes."

**Prior (2025):**

Our results of operations and financial positions have been negatively affected by our acceptance of fraudulent bookings made using payment options including credit and debit cards or fraudulently obtained loyalty points. We are sometimes held liable for accepting fraudulent bookings on our websites or other bookings for which payment is subsequently disputed by our customers both of which lead to the reversal of payments received by us for such bookings (referred to as a "charge-back"). In addition, the payment card networks have rules around acceptable charge-back ratios. Accordingly, we calculate and record an allowance for the resulting charge-backs. Our ability to detect and combat fraudulent schemes, which have become increasingly common and sophisticated, may be negatively impacted by the adoption of new payment methods, the emergence and innovation of new technology platforms (such as historically occurred with the introduction of smartphones, tablet computers and in-home assistants), and our global expansion, including into markets with a history of elevated fraudulent activity. In addition, we have not broadly adopted certain protective capabilities across our platform, such as mobile application-based multi-factor authentication or third-party identify verification, which approach could result in significantly increased fraudulent activity on our platform in the future. If we are unable to effectively combat fraudulent bookings on our websites or mobile applications or if we otherwise experience increased levels of charge backs, we may also be subject to significant fines and higher transaction fees or payment card networks may revoke our access to their networks meaning we would be unable to continue to accept card payments, either of which could have a material adverse effect on our results of operations and financial positions. In addition, we may be subject to fraudulent supplier schemes. For example, when onboarding suppliers to our websites, we may fail to identify falsified or stolen supplier credentials, which may result in fraudulent bookings or unauthorized access to personal or confidential information of users of our websites and mobile applications. A fraudulent supplier scheme could also result in negative publicity, damage to our reputation, and could cause users of our websites and mobile applications to lose confidence in the quality of our services. The rapid evolution and increased adoption of AI technologies may increase the risk of fraudulent bookings and fraudulent supplier scheme risks. Any of these events could have a significant negative effect on the value of our brands, which could have an adverse impact on our financial performance.

**Current (2026):**

Our results of operations and financial positions have been negatively affected by our acceptance of fraudulent bookings made using payment options including credit and debit cards or fraudulently obtained loyalty points. We are sometimes held 11 11 11 Table of Contents Table of Contents liable for accepting fraudulent bookings on our websites or other bookings for which payment is subsequently disputed by our customers both of which lead to the reversal of payments received by us for such bookings (referred to as a "charge-back"). In addition, the payment card networks have rules around acceptable charge-back ratios. Accordingly, we calculate and record an allowance for the resulting charge-backs. Our ability to detect and combat fraudulent schemes, which have become increasingly common and sophisticated, may be negatively impacted by the adoption of new payment methods, the emergence and innovation of new technology platforms (such as historically occurred with the introduction of smartphones, tablet computers and in-home assistants), and our global expansion, including into markets with a history of elevated fraudulent activity. In addition, we have not broadly adopted certain protective capabilities across our platform, such as mobile application-based multi-factor authentication or third-party identify verification, which approach could result in significantly increased fraudulent activity on our platform in the future. If we are unable to effectively combat fraudulent bookings on our websites or mobile applications or if we otherwise experience increased levels of charge backs, we may also be subject to significant fines and higher transaction fees or payment card networks may revoke our access to their networks meaning we would be unable to continue to accept card payments, either of which could have a material adverse effect on our results of operations and financial positions. In addition, we have been subject to fraudulent impersonation and supplier schemes. Fraudulent impersonation schemes involve external actors impersonating our business and customer support operations. This activity occurs outside of our systems, for example driven by search results that surface fake phone numbers and links, making detection and mitigation challenging. With respect to fraudulent supplier schemes, we may fail to identify falsified or stolen supplier credentials, which may result in fraudulent bookings, payments or unauthorized access to personal or confidential information of users of our websites and mobile applications. Impersonation and fraudulent supplier schemes could therefore result in negative publicity, damage to our reputation, and could cause users of our websites and mobile applications to lose confidence in the quality of our services. The rapid evolution and increased adoption of AI technologies, including agentic booking capabilities that may lack strong consent controls, may significantly increase our fraud risks, which could have a significant negative effect on the value of our brands and an adverse impact on our financial performance.

---

## Modified: We work closely with various business partners and rely on third-parties for many systems and services, and therefore could be harmed by their activities.

**Key changes:**

- Added sentence: "In addition, as a result of our migration of key portions of our platform functionality to Amazon Web Services ("AWS"), we now depend on the availability of AWS's services and any incident affecting AWS's infrastructure and availability, which have occurred a number of times in the recent past, could adversely affect the availability of our platform and our ability to serve our customers, which could in turn damage our reputation with current and potential customers, expose us to liability, result in substantial costs for remediation, cause us to lose customers, or otherwise harm our business, financial condition, or results of operations."
- Added sentence: "We may also incur significant costs for using alternative hosting sources or taking other actions in preparation for, or in reaction to, events that compromise the AWS services we use."

**Prior (2025):**

We have numerous significant commercial arrangements with business partners, and we rely on third-party service providers for a broad ranges of key services, including both external, customer-facing services such as customer support and booking fulfillment and internal services related to our operations, technology development and infrastructure. If these partners or service providers fail to meet our requirements or legal or regulatory requirements, it could damage our reputation, make it difficult for us to operate some aspects of our business, or expose us to liability for their actions. Likewise, if one of our third-party service providers were to cease operations, face financial distress or other business disruption, we could suffer increased costs and disruption to our own business operations until an equivalent alternative could be sourced or developed, any of which could also have an adverse impact on our business and financial performance.

**Current (2026):**

We have numerous significant commercial arrangements with business partners, and we rely on third-party service providers for a broad ranges of key services, including both external, customer-facing services such as customer support and booking fulfillment and internal services related to our operations, technology development and infrastructure. If these partners or service providers fail to meet our requirements or legal or regulatory requirements, it could damage our reputation, make it difficult for us to operate some aspects of our business, or expose us to liability for their actions. Likewise, if one of our third-party service providers were to cease operations, face financial distress or other business disruption, we could suffer increased costs and disruption to our own business operations until an equivalent alternative could be sourced or developed, any of which could also have an adverse impact on our business and financial performance. In addition, as a result of our migration of key portions of our platform functionality to Amazon Web Services ("AWS"), we now depend on the availability of AWS's services and any incident affecting AWS's infrastructure and availability, which have occurred a number of times in the recent past, could adversely affect the availability of our platform and our ability to serve our customers, which could in turn damage our reputation with current and potential customers, expose us to liability, result in substantial costs for remediation, cause us to lose customers, or otherwise harm our business, financial condition, or results of operations. We may also incur significant costs for using alternative hosting sources or taking other actions in preparation for, or in reaction to, events that compromise the AWS services we use.

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## Modified: If we fail to adequately maintain or improve our information technology systems, or to adapt them to technological developments and industry trends such as the use of AI and machine learning, our business and operations could be adversely affected.

**Key changes:**

- Reworded sentence: "For example, beginning in 2020, we undertook in a multi-year effort to migrate products, data storage and processing, key portions of our consumer and affiliate sites, as well as back-office application functionality, to new technology platforms and significantly increase our utilization of public cloud computing services, primarily AWS."

**Prior (2025):**

We depend on the use of sophisticated information technologies and systems in many areas of our business including technology and systems used for website and mobile applications, reservations, customer service, supplier connectivity, marketing, communications, procurement, payments, tax collection and remittance, fraud detection and administration, which we must maintain and continuously improve and upgrade. Our future success depends on our ability to adapt our services and infrastructure to meet rapidly evolving consumer preferences and industry standards, while continuing to improve the performance, features and reliability of our service in response to competitive service and product offerings. AI, cloud computing, the continued growth of alternative platforms and mobile computing devices, the emergence of niche competitors who may be better able to utilize existing and new technologies to optimize their products, services or strategies have, and will continue to require, new and costly investments. Transitioning to these new technologies may be disruptive to resources and the services we provide and may increase our reliance on third party service providers. Recent examples include: •AI: We have incorporated third-party AI technology in certain of our products, services and business operations. Our research, development and deployment of AI technologies remains ongoing. AI presents risks, challenges, and unintended consequences that could affect our and our customers' adoption and use of this technology. AI algorithms and training methodologies may be flawed. Additionally, AI technologies are complex and rapidly evolving, and we face significant competition in the market from other companies regarding the research, development and deployment of such technologies. While we aim to develop and deploy AI responsibly and attempt to identify and mitigate ethical and legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise. AI-related issues, deficiencies and/or failures could (i) give rise to legal and/or regulatory action as a result of new applications of existing data protection, privacy, intellectual property, and other laws, including with respect to proposed legislation regulating AI in jurisdictions in which we operate; (ii) damage our reputation; or (iii) otherwise materially harm our business.•Technology Transformation: We have engaged in a multi-year effort to migrate products, data storage and processing, key portions of our consumer and affiliate sites, as well as back-office application functionality, to new technology platforms and significantly increase our utilization of public cloud computing services, such as Amazon Web Services ("AWS"), to enable us to improve conversion, innovate more rapidly, achieve better search engine optimization and improve our site merchandising and transaction processing capabilities, among other anticipated benefits. AI: We have incorporated third-party AI technology in certain of our products, services and business operations. Our research, development and deployment of AI technologies remains ongoing. AI presents risks, challenges, and unintended consequences that could affect our and our customers' adoption and use of this technology. AI algorithms and training methodologies may be flawed. Additionally, AI technologies are complex and rapidly evolving, and we face significant competition in the market from other companies regarding the research, development and deployment of such technologies. While we aim to develop and deploy AI responsibly and attempt to identify and mitigate ethical and legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise. AI-related issues, deficiencies and/or failures could (i) give rise to legal and/or regulatory action as a result of new applications of existing data protection, privacy, intellectual property, and other laws, including with respect to proposed legislation regulating AI in jurisdictions in which we operate; (ii) damage our reputation; or (iii) otherwise materially harm our business. Technology Transformation: We have engaged in a multi-year effort to migrate products, data storage and processing, key portions of our consumer and affiliate sites, as well as back-office application functionality, to new technology platforms and significantly increase our utilization of public cloud computing services, such as Amazon Web Services ("AWS"), to enable us to improve conversion, innovate more rapidly, achieve better search engine optimization and improve our site merchandising and transaction processing capabilities, among other anticipated benefits. Innovations, implementations and system enhancements such as these have been in the past, and may continue to be in the future, more time consuming and expensive than originally anticipated. 20 20 20 Table of Contents Table of Contents We may be unable to successfully migrate and improve our technology as planned or we may not achieve the expected benefits from any such initiatives, and as a result our business, including customer relationships, reputation and operations, could be materially adversely affected.

**Current (2026):**

We depend on the use of sophisticated information technologies and systems in many areas of our business including technology and systems used for website and mobile applications, reservations, customer service, supplier connectivity, marketing, communications, procurement, payments, tax collection and remittance, fraud detection and administration, which we must maintain and continuously improve and upgrade. Our future success depends on our ability to adapt our services and infrastructure to meet rapidly evolving consumer preferences and industry standards, while continuing to improve the performance, features and reliability of our service in response to competitive service and product offerings. AI, cloud computing, the continued growth of alternative platforms and mobile computing devices, the emergence of niche competitors who may be better able to utilize existing and new technologies to optimize their products, services or strategies have, and will continue to require, new and costly investments. Transitioning to these new technologies may be disruptive to resources and the services we provide and may increase our reliance on third party service providers. For example, beginning in 2020, we undertook in a multi-year effort to migrate products, data storage and processing, key portions of our consumer and affiliate sites, as well as back-office application functionality, to new technology platforms and significantly increase our utilization of public cloud computing services, primarily AWS. Innovations, implementations and system enhancements such as this have been in the past, and may continue to be in the future, more time consuming and expensive than originally anticipated and we may not achieve the expected benefits from any such initiatives, and as a result our business, including customer relationships, reputation and operations, could be materially adversely affected.

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## Modified: We operate in an intensely competitive global environment and we may be unable to compete successfully with our current or future competitors.

**Key changes:**

- Reworded sentence: "The market for the services we offer is intensely competitive and constantly evolving."

**Prior (2025):**

The market for the services we offer is intensely competitive. We compete with both established and emerging online and traditional providers of travel-related services, including online travel agencies; alternative accommodation providers; wholesalers and tour operators; travel product suppliers (including hotels, airlines and car rental companies); search engines and large online portal websites; travel metasearch services; corporate travel management service providers; mobile platform travel applications; social media websites; eCommerce and group buying websites; B2B businesses and other participants in the travel industry. In addition, technological developments in generative artificial intelligence ("AI") tools may be increasingly used to create competing offerings such as AI powered digital assistants, which may further increase competition. Online travel agencies and alternative accommodations providers. In particular, we face intense competition from other OTAs and alternative accommodation providers in many regions, such as Booking Holdings (through its Booking.com, Priceline.com and Agoda.com brands), Airbnb, and Trip.com, any of which may have more favorable offerings for travelers or suppliers, including pricing and supply breadth. Airbnb, Booking Holdings and other providers of alternative accommodations provide an alternative to hotel rooms and compete with alternative accommodation properties available through Expedia Group brands, including Vrbo. The continued growth of alternative accommodation providers could affect overall travel patterns generally, and the demand for our services specifically, in facilitating reservations at hotels and alternative accommodations. In addition, our competitors are also increasingly expanding the range of travel services they offer, thereby further intensifying the competitive environment, with Airbnb looking to expand into tours, activities, hotel and flight bookings, and Booking.com expanding its flight booking services. Travel suppliers. Travel suppliers, such as hotels, airlines and rental car companies, may offer products and services on more favorable terms to consumers who transact directly with them. Many of these competitors have been steadily focusing on increasing online demand on their own websites and mobile applications in lieu of third-party distributors through favorable rates and bonus or loyalty points for direct bookings, surcharges for booking outside of the supplier's own website or preferred booking technologies, suppliers combining to establish a single search platform and other tactics to drive traffic directly to supplier websites. Search engines and large online portal websites. We also face intense competition from Google and other search engines. There could be a material adverse impact on our business and financial performance to the extent that Google continues to use its market position to disintermediate online travel agencies through its own offerings or capabilities, refer customers directly to suppliers or other favored partners, increase the cost of traffic directed to our websites, offer the ability to transact on its own website, or promote its own competing products by placing its own offerings at the top of organic search results. In recent years, search engines have increased their focus on acquiring or launching travel products that provide increasingly comprehensive travel planning content and direct booking capabilities, comparable to OTAs. For example, Google has continued to add features and functionality to its Google Travel, Google Flights, Hotel Ads and alternative accommodations metasearch products. In addition, Google may be able to leverage the data they collect on users to the detriment of us and other OTAs. Search engines may also continue to expand their voice and AI capabilities. To the extent these actions have a negative effect on our search traffic or the cost of acquiring such traffic, our business and financial performance could be adversely affected. In addition, our brands, or brands in which we hold a significant ownership position, including trivago, compete for advertising revenue with these search engines, as well as with large internet portal sites that offer advertising opportunities for travel-related companies. Competition could result in higher traffic acquisition costs, reduced margins on our advertising services, loss of market share, reduced customer traffic to our websites and reduced advertising by travel companies on our websites. Travel metasearch websites. Travel metasearch websites, including Kayak.com (a subsidiary of Booking Holdings), trivago (a majority-owned subsidiary of Expedia Group), TripAdvisor, Skyscanner and Qunar (both are subsidiaries of Trip.com), aggregate travel search results for a specific itinerary across supplier, travel agent and other websites. In addition, some metasearch websites have looked to add various forms of direct or assisted booking functionality to their sites in direct competition with certain of our brands. To the extent metasearch websites limit our participation within their search results, or consumers utilize a metasearch website for travel services and bookings instead of ours, our traffic-generating arrangements could be affected in a negative manner, or we may be required to increase our marketing costs to maintain share, either of which could have an adverse effect on our business and results of operations. In addition, as a result of our majority ownership interest in trivago, we also compete more directly with other metasearch engines and content aggregators for advertising revenue. To the extent that trivago's ability to aggregate travel search results for a specific itinerary across supplier, travel agent and other websites is hampered, whether due to its affiliation with us or otherwise, or if OTA advertisers or suppliers choose to 9 9 9 Table of Contents Table of Contents limit their participation in trivago's metasearch marketplace, trivago's business and therefore our results of operations could be adversely affected and the value of our investment in trivago could be negatively impacted. Corporate travel management service providers. By virtue of our minority ownership stake in, and long-term supply agreement with, GBT, we compete indirectly with online and traditional corporate travel providers, as well as vendors of corporate travel and expense management software and services. Our brands also compete to attract unmanaged business travelers. Mobile and other platform travel applications. The demand for and functionality of smartphones, tablet computers and home assistants continue to grow and improve significantly. If we are unable to offer innovative, user-friendly, feature-rich mobile applications and mobile-responsive websites for our travel services, along with effective marketing and advertising, or if our mobile applications and mobile-responsive websites are not used by consumers, we could lose share to existing competitors or new entrants and our future growth and results of operations could be adversely affected. Applications and social media websites. Applications and social media websites, including Facebook, Instagram and TikTok, continue to develop search functionality for data included within their websites and mobile applications, which may in the future develop into alternative research and booking resources for travelers, resulting in additional competition. eCommerce and group buying websites. Traditional consumer eCommerce platforms, including Amazon and Alibaba, and group buying websites have periodically undertaken efforts to expand their local offerings into the travel market. For example, traditional consumer eCommerce and group buying websites may add hotel offers or other travel services to their sites. To the extent our travelers use these websites, these websites may create additional competition and could negatively affect our businesses. B2B businesses. Our B2B business faces competition from other online travel agencies with B2B offerings as well as other competitors such as independent B2B businesses. If we are unable to deliver competitive supply, products, features and commercial terms to our B2B partners, this may result in slower growth and/or a loss of share. Other participants in the travel industry. Other participants or existing competitors may begin to offer or expand other services to the travel industry that compete with the services we offer to our travelers, our travel industry affiliates and partners, or our corporate clients. For example, ride-sharing apps increasingly compete with traditional car rental services and are adding other transportation and experience offerings, and travel services continue to proliferate. To the extent any of these services gain market share over time, it may create additional competition and could negatively affect our businesses. In general, increased competition has resulted in, and may continue to result in, reduced margins, as well as loss of travelers, transactions and brand recognition and we cannot assure you that we will be able to compete successfully against any current, emerging and future competitors or on platforms that may emerge, or offer differentiated products and services to our travelers. Increasing competition from current and emerging competitors, the introduction of new technologies and the continued expansion of existing technologies, such as AI, metasearch and other search engine technologies, may force us to make changes to our business models, which could affect our financial performance and liquidity. Some of our competitors may also have other significant advantages, such as greater financial resources or name recognition, more favorable corporate structures, or a broader global presence, among others.

**Current (2026):**

The market for the services we offer is intensely competitive and constantly evolving. We currently, or may in the future, compete globally with a wide variety of providers of travel-related services including: •OTAs such as Booking.com, alternative accommodation providers such as Airbnb, and travel metasearch services;•large online companies, including in search, social media, marketplace, Gen AI, and ride sharing; •travel service suppliers (including hotels, airlines and car rental companies), who may offer favorable rates or other benefits to encourage bookings on their direct channels; • OTAs such as Booking.com, alternative accommodation providers such as Airbnb, and travel metasearch services; • • 8 8 8 Table of Contents Table of Contents •traditional travel agencies, corporate travel management service providers, wholesalers, and tour operators;•companies offering AI agents powered by Gen AI that can perform or facilitate travel-related services, such as digital assistants; and•B2B businesses offering competing software solutions and technology services, including those of other online travel agencies and global distribution systems. • • • Some of our competitors have significant advantages such as greater financial resources or name recognition, more advanced technology systems, more consumers and consumer data, more favorable offerings, including pricing and supply breadth, or may be able to leverage other aspects of their business for competitive advantage. For example, Google has used its search market position to promote its own travel services, potentially disintermediating our platform, and may be able to leverage the data it collects on users to the detriment of us and other OTAs. The rapid emergence and adoption of generative and agentic AI is likely to further intensify competition for our services from established technology companies and new market entrants who may deploy AI-driven travel search, planning, and booking capabilities more effectively or rapidly than we can. If we are unable to successfully innovate and integrate advanced AI capabilities into our own products, or if consumer behavior shifts toward AI-driven platforms where we lack a significant presence, we may experience a loss of market share, reduced direct-booking rates, and increased marketing expenses as we compete for visibility. Any failure to effectively navigate this "agentic" revolution could have a material adverse effect on our business, financial condition, and results of operations. Our OTA and alternative accommodation provider competitors are also increasingly expanding the range of travel services they offer, thereby further intensifying the competitive environment. In recent years, Airbnb has expanded into tours, activities, and hotel bookings, and discussed expansion into flight bookings, and Booking.com has expanded its flight booking services. Some competing metasearch websites have also looked to add various forms of direct or assisted booking functionality to their sites in direct competition with certain of our brands and other participants or existing competitors may begin to offer or expand other services to the travel industry that compete with the services we offer to our travelers, our travel industry affiliates and partners, or our corporate clients. In other cases, our competitors and potential competitors offer a variety of online services, many of which are used by consumers more frequently than online travel services or have created "super-apps" where consumers can use such various services without leaving the company's app. A competitor that has established other, more frequent online or app-based interactions with consumers may be able to more easily or cost-effectively acquire customers for its online travel services than we can. We cannot assure you that we will be able to compete successfully against any current, emerging and future competitors or on platforms that may emerge, or offer differentiated products and services to our travelers. Failure to compete effectively against existing or new competitors could result in loss of market share and reduced margins, which could have a material adverse effect on our business, financial condition, and results of operations.

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## Modified: We are exposed to various counterparty risks.

**Key changes:**

- Reworded sentence: "This creates risk in a number of areas, including with respect to our significant bank deposits and investments, foreign exchange risk management, insurance coverages, letters of credit, and for certain of our transactions, the receipt and holding of traveler payments and subsequent remittance of a portion of those payments to travel suppliers."

**Prior (2025):**

We are exposed to the risk that various counterparties, including financial entities, will fail to perform. This creates risk 16 16 16 Table of Contents Table of Contents in a number of areas, including with respect to our bank deposits and investments, foreign exchange risk management, insurance coverages, letters of credit, and for certain of our transactions, the receipt and holding of traveler payments and subsequent remittance of a portion of those payments to travel suppliers. As it relates to deposits, as of December 31, 2024, we held cash in bank depository accounts of approximately $3.8 billion and money market funds and term deposits of approximately $192 million. Additionally, majority-owned subsidiaries held cash of approximately $68 million and held term deposits of approximately $84 million. As it relates to investments, as of December 31, 2024, we held U.S. treasury securities, U.S. agency securities, corporate debt securities, term deposits, commercial paper, foreign debt instruments, and asset-backed securities, all investment grade, in short-term and long-term investments totaling $502 million. As it relates to foreign exchange, as of December 31, 2024, we were party to forward contracts with a notional value of approximately $3.9 billion, the fair value of which was a net liability of approximately $2 million. We employ forward contracts to hedge a portion of our exposure to foreign currency exchange rate fluctuations. At the end of the deposit term or upon the maturity of the forward contracts, the counterparties are obligated, or potentially obligated in the case of forward contracts, to return our funds or pay us net settlement values. If any of these counterparties were to liquidate, declare bankruptcy or otherwise cease operations, it may not be able to satisfy its obligations under these term deposits or forward contracts, our ability to recover losses or to access or recover our assets held may be limited by the counterparty's liquidity or the applicable laws governing the insolvency or bankruptcy proceeding, and the receipt and remittance of payments via such counterparties would be severely limited or cease. In addition, we face significant credit risk and potential payment delays with respect to non-financial contract counterparties including our B2B and Vrbo partners, which may be exacerbated by economic downturns. The realization of any of these risks could have an adverse impact on our business and financial performance.

**Current (2026):**

We are exposed to the risk that various counterparties, including financial entities, will fail to perform. This creates risk in a number of areas, including with respect to our significant bank deposits and investments, foreign exchange risk management, insurance coverages, letters of credit, and for certain of our transactions, the receipt and holding of traveler payments and subsequent remittance of a portion of those payments to travel suppliers. Additional information regarding our cash, cash equivalents and investments is included below in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial Position, Liquidity and Capital Resources, and additional information about our foreign exchange risk management is included below in Item 7A. Quantitative and Qualitative Disclosures About Market Risk. If one or more of these counterparties were to liquidate, declare bankruptcy or otherwise fail to perform their obligations due to liquidity events or other unforeseen events, we may be exposed to significant financial losses. Specifically, a default by a financial institution counterparty could result in the loss of deposited cash, the inability to settle outstanding hedging contracts, or the inability to replace such hedging instruments on favorable terms. In addition, we face significant credit risk and potential payment delays with respect to non-financial contract counterparties including our B2B and Vrbo partners, which may be exacerbated by economic downturns. The realization of any of these risks could have an adverse impact on our business and financial performance.

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*Data sourced from SEC EDGAR. Last updated 2026-06-01.*