Booking Holdings enacts 25-for-1 stock split

Booking Holdings Inc. amended its Restated Certificate of Incorporation on April 2, 2026 to complete a previously announced twenty-five-for-one forward stock split of its common stock.

Rhea-AI Filing Summary

Booking Holdings Inc. amended its Restated Certificate of Incorporation on April 2, 2026 to complete a previously announced twenty-five-for-one forward stock split of its common stock. At the same time, the company proportionately increased its authorized common stock from 1,000,000,000 to 25,000,000,000 shares.

The amendment became effective at 4:01 p.m. Eastern Time on April 2, 2026, and trading in Booking Holdings common stock is expected to begin on a split-adjusted basis at market open on Monday, April 6, 2026.

Insights

Equity structure analyst

Booking executes 25-for-1 stock split and boosts authorized shares.

Booking Holdings Inc. has implemented a twenty-five-for-one forward stock split, making each existing common share represent twenty-five split-adjusted shares. This typically improves trading accessibility by lowering the per-share price while leaving total shareholder value unchanged.

In conjunction, the company increased authorized common stock from 1,000,000,000 to 25,000,000,000 shares through an amendment to its Restated Certificate of Incorporation effective at 4:01 p.m. on April 2, 2026. Trading on a split-adjusted basis is expected to begin on April 6, 2026, aligning the market float with the new share structure.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Stock split ratio: 25-for-1 forward split Authorized common stock before split: 1,000,000,000 shares Authorized common stock after split: 25,000,000,000 shares +2 more

5 metrics

Stock split ratio 25-for-1 forward split Forward stock split of common stock

Authorized common stock before split 1,000,000,000 shares Authorized common stock prior to amendment

Authorized common stock after split 25,000,000,000 shares Authorized common stock following April 2, 2026 amendment

Effective time of amendment 4:01 p.m. Eastern Time Effectiveness on April 2, 2026

Split-adjusted trading start April 6, 2026 Market open for split-adjusted trading

Key Terms

forward stock split, Restated Certificate of Incorporation, authorized common stock, Emerging growth company

4 terms

forward stock split financial

"to effect the previously announced twenty-five-for-one forward stock split of the Company’s common stock"

A forward stock split is when a company increases the number of its shares by dividing each existing share into smaller parts. This makes the stock price lower and more affordable for investors, similar to splitting a pizza into more slices so everyone can get a smaller piece. It doesn't change the company's total value, just how it's divided among shareholders.

Restated Certificate of Incorporation regulatory

"filed an amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

authorized common stock financial

"to proportionately increase the number of shares of the Company’s authorized common stock from 1,000,000,000 to 25,000,000,000"

Emerging growth company regulatory

"Emerging growth company Item 5.03. Amendments to Articles of incorporation or Bylaws"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What action did Booking Holdings (BKNG) take regarding its stock?

Booking Holdings amended its charter to implement a twenty-five-for-one forward stock split of its common stock. This multiplies each existing share by twenty-five while keeping overall ownership percentages the same and adjusts future trading to the new share count.

How did Booking Holdings (BKNG) change its authorized common shares?

Booking Holdings increased its authorized common stock from 1,000,000,000 to 25,000,000,000 shares. This proportional increase aligns with the twenty-five-for-one forward stock split and provides capacity for future equity issuance under the new capital structure.

When did Booking Holdings’ 25-for-1 stock split become effective?

The amendment effecting Booking Holdings’ twenty-five-for-one forward stock split became effective at 4:01 p.m. Eastern Time on April 2, 2026. This legal effectiveness time governs when the new share structure is recognized under Delaware corporate law.

When will Booking Holdings (BKNG) start trading on a split-adjusted basis?

Booking Holdings expects its common stock to begin trading on a split-adjusted basis at market open on Monday, April 6, 2026. From that session onward, quoted prices and share counts will reflect the twenty-five-for-one stock split.

What document did Booking Holdings file to implement the stock split?

Booking Holdings filed an amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State. This amendment formally effects the twenty-five-for-one forward stock split and increases authorized common shares to 25,000,000,000.

Where is the Booking Holdings stock split amendment described in detail?

The amendment to the Restated Certificate of Incorporation implementing the stock split is filed as Exhibit 3.1. Investors can review this exhibit for the precise charter language reflecting the split and authorized share increase.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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) April 2, 2026

Booking Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-36691		06-1528493
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

800 Connecticut Avenue	Norwalk	Connecticut		06854
(Address of principal executive offices)				(zip code)

Registrant's telephone number, including area code: (203) 299-8000

N/A

(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		Name of Each Exchange on which Registered:
Common Stock par value $0.008 per share		BKNG		The NASDAQ Global Select Market
4.000% Senior Notes Due 2026		BKNG 26		The NASDAQ Stock Market LLC
1.800% Senior Notes Due 2027		BKNG 27		The NASDAQ Stock Market LLC
0.500% Senior Notes Due 2028		BKNG 28		The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2028		BKNG 28A		The NASDAQ Stock Market LLC
3.500% Senior Notes Due 2029		BKN 29A		The NASDAQ Stock Market LLC
4.250% Senior Notes Due 2029		BKN 29		The NASDAQ Stock Market LLC
3.000% Senior Notes Due 2030		BKNG 30		The NASDAQ Stock Market LLC
3.125% Senior Notes Due 2031		BKNG 31A		The NASDAQ Stock Market LLC
4.500% Senior Notes Due 2031		BKNG 31		The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2032		BKNG 32		The NASDAQ Stock Market LLC
3.250% Senior Notes Due 2032		BKNG 32A		The NASDAQ Stock Market LLC
4.125% Senior Notes Due 2033		BKNG 33		The NASDAQ Stock Market LLC
4.750% Senior Notes Due 2034		BKNG 34		The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2035		BKNG 35		The NASDAQ Stock Market LLC
3.750% Senior Notes Due 2036		BKNG 36		The NASDAQ Stock Market LLC
3.750% Senior Notes Due 2037		BKNG 37		The NASDAQ Stock Market LLC
4.125% Senior Notes Due 2038		BKNG 38		The NASDAQ Stock Market LLC
4.000% Senior Notes Due 2044		BKNG 44		The NASDAQ Stock Market LLC
3.875% Senior Notes Due 2045		BKNG 45		The NASDAQ Stock Market LLC
4.500% Senior Notes Due 2046		BKNG 46		The NASDAQ Stock Market LLC

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 5.03. Amendments to Articles of incorporation or Bylaws; Change in Fiscal Year.

On April 2, 2026, Booking Holdings Inc. (the “Company”) filed an amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State to effect the previously announced twenty-five-for-one forward stock split of the Company’s common stock and to proportionately increase the number of shares of the Company’s authorized common stock from 1,000,000,000 to 25,000,000,000. The amendment, which became effective at 4:01 p.m. Eastern Time on April 2, 2026, is filed as Exhibit 3.1 to this Current Report on Form 8-K. Trading is expected to commence on a split-adjusted basis at market open on Monday, April 6, 2026.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit Number		Description
3.1		Amendment to Restated Certificate of Incorporation of Booking Holdings Inc., dated April 2, 2026.
104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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.

	BOOKING HOLDINGS INC.
	By:	/s/ Peter J. Millones
		Name:	Peter J. Millones
		Title:	Executive Vice President and General Counsel
Date: April 2, 2026

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3 AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION 9.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 8.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 40.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 29.3 KB