[144] Booking Holdings Inc. SEC Filing

Rhea-AI Filing Summary

Booking Holdings insider sale notice: The filing notifies proposed sales of 1,013 shares of common stock on 09/15/2025 through Morgan Stanley Smith Barney LLC, with an aggregate market value of $5,529,278.16. The shares were acquired as Restricted and Performance Stock Units on 03/04/2025 and the filer reports prior 10b5-1 sales of the same quantity (1,013 shares) on 08/15/2025, 07/15/2025 and 06/16/2025 generating gross proceeds of $5,548,093.69, $5,769,036.02 and $5,425,697.14 respectively. The filing states the sales will be executed on NASDAQ and identifies the broker and seller details. The notice includes the seller's representation that no material nonpublic information is known and references Rule 10b5-1 trading-plan language.

Positive

• Sales conducted under Rule 144 and 10b5-1, indicating prearranged, compliant insider trading procedures
• Full disclosure of acquisition details (grant date 03/04/2025 and nature: Restricted and Performance Stock Units)
• Repeated monthly 10b5-1 sales show a consistent, documented selling pattern rather than ad hoc trades

Negative

• Aggregate market value per sale is sizable ($5.53M), which may attract investor attention despite a small share percentage
• Filing lacks explicit plan adoption date for the 10b5-1 instruction in the Remarks section (no date provided)

Insights

Securities Analyst

TL;DR: Routine insider sales under Rule 144/10b5-1; amounts are small relative to total shares outstanding.

The filing documents a planned sale of 1,013 common shares via Morgan Stanley Smith Barney with an aggregate market value of $5.53 million. The shares were granted as restricted and performance stock units on 03/04/2025 and prior scheduled 10b5-1 sales of identical share counts occurred in June, July and August 2025, producing consistent gross proceeds each month. From a market-impact perspective, 1,013 shares versus 32,409,885 shares outstanding represents a negligible ownership reduction, and the repeated use of 10b5-1 instructions points to prearranged, compliant disposal rather than opportunistic trading.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 144 and 10b5-1 practices; includes required representations about material nonpublic information.

The notice provides required particulars: acquisition date, nature of grant (restricted and performance stock units), broker, exchange, and the schedule of recent 10b5-1 sales. The signer affirms no undisclosed material adverse information and references the 10b5-1 plan adoption/instruction date provision. These elements indicate adherence to typical insider-trading compliance frameworks; the filing does not disclose any governance concerns or anomalies based on the information presented.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	1013	5529278.16	32409885	09/15/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/04/2025	Restricted and Performance Stock Units	Issuer			1013	03/04/2025	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for GLENN D FOGEL & AMY J ROBERTS JT TEN 800 Connecticut Avenue Norwalk CT 06854	Common	08/15/2025	1013	5548093.69
10b5-1 Sales for GLENN D FOGEL & AMY J ROBERTS JT TEN 800 Connecticut Avenue Norwalk CT 06854	Common	07/15/2025	1013	5769036.02
10b5-1 Sales for GLENN D FOGEL & AMY J ROBERTS JT TEN 800 Connecticut Avenue Norwalk CT 06854	Common	06/16/2025	1013	5425697.14

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for BKNG disclose?

It discloses a proposed sale of 1,013 common shares on 09/15/2025 via Morgan Stanley Smith Barney, acquired as restricted and performance stock units on 03/04/2025.

How many shares outstanding are referenced in the filing?

32,409,885 shares outstanding is the figure listed in the securities table.

Were there recent related sales by the same seller?

Yes. The filing lists 10b5-1 sales of 1,013 shares on 06/16/2025, 07/15/2025 and 08/15/2025 with gross proceeds shown for each.

What was the aggregate market value for the proposed 09/15/2025 sale?

$5,529,278.16 is listed as the aggregate market value for the 1,013 shares to be sold.

What type of securities were acquired and when?

Restricted and Performance Stock Units acquired on 03/04/2025 totaling 1,013 shares.