01—Abstract
Summary
Summary of the 8-K filed November 12, 2025. Cited figures are marked; the original filing is the authoritative source.
Expedia Group, Inc. (EXPE) has filed an 8-K report on November 12, 2025, announcing a significant decision regarding its 0.00%a Convertible Notes due 2026.
The company has irrevocably elected to fix the settlement method for these notes to 'Cash Settlement'. This means that any future conversions of these notes will be settled by the company paying the principal amount in cash, as opposed to issuing shares of common stock. This decision impacts how bondholders will receive value upon conversion and removes ambiguity regarding future share dilution from these notes.
Investors should note that this change becomes effective for all conversions with a Conversion Date on or after November 12, 2025. The company has formally notified the noteholders, the Trustee, and the Conversion Agent of this irrevocable election.
02—Key points
Key Highlights
- Expedia Group irrevocably elected Cash Settlement for its 0.00% Convertible Notes due 2026.
- This election is effective for all conversions occurring on or after November 12, 2025.
- The settlement method change means conversions will be paid in cash, not settled by issuing stock.
- The company has formally notified noteholders, the Trustee, and the Conversion Agent.
- This action removes uncertainty regarding potential share dilution from these convertible notes.
- The filing references an Indenture dated February 19, 2021, which governs the convertible notes.
03—Questions
Frequently Asked Questions
What does 'Cash Settlement' mean for the convertible notes?
Cash Settlement means that when a holder converts their 0.00% Convertible Notes due 2026, Expedia Group will pay them the principal amount of the notes in cash, rather than issuing them shares of Expedia Group's common stock.
Why is Expedia Group making this change?
While the filing doesn't explicitly state the reason, companies often elect cash settlement to avoid potential dilution of existing shareholders' equity. It also simplifies the conversion process for both the company and the noteholders.
Does this affect existing noteholders immediately?
The change is effective for conversions with a Conversion Date on or after November 12, 2025. Noteholders who have not yet converted their notes and choose to do so from this date forward will be subject to cash settlement. It does not retroactively change how previously converted notes were settled.
Does this mean the notes will definitely be converted?
No, this filing only dictates the method of settlement *if* a noteholder chooses to convert their notes. It does not compel noteholders to convert or change the terms that trigger conversion eligibility.
04—Continue