[Form 4] Booking Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Meta Platforms (NASDAQ: META) founder & CEO Mark Zuckerberg has filed a Form 144 signaling his intent to sell 15,847 Class A shares (estimated value ≈ $11.94 million) on or about 1 Aug 2025 via Charles Schwab. The filing follows 16 insider sales executed between 6 Jun – 31 Jul 2025 totaling 156,847 shares and roughly $113 million in gross proceeds. Planned and completed sales combined equal just 0.007% of META’s 2.17 billion shares outstanding.

The shares were originally obtained through an option exercise dated 17 May 2012. As required by Rule 144, the notice affirms the seller holds no undisclosed material adverse information and makes no reference to a Rule 10b5-1 trading plan. While the transaction is immaterial to the company’s capital structure, it extends a steady pattern of founder share liquidation that investors may monitor for sentiment clues.

Positive

• Sale represents only ~0.007 % of shares outstanding, implying negligible dilution or market overhang.
• Transparent Rule 144 filing demonstrates adherence to disclosure requirements, reducing regulatory risk.

Negative

• Founder has liquidated ~$113 m of stock in the last three months, a potential negative sentiment signal.
• No 10b5-1 plan disclosed, leaving timing decisions open to interpretation and potential governance critique.

Insights

Portfolio Manager

TL;DR: Small-scale founder sale; sentiment watch, but negligible dilution.

The proposed 15.8k-share sale adds to 156.8k shares already liquidated this summer, bringing Zuckerberg’s 3-month cash out to ~$125 m when the next trade settles. Even combined, this equals <0.01 % of META’s float, so supply overhang is minimal. Insider diversification is common and does not signal operational weakness. I see neutral market impact; valuation should hinge on fundamentals, not this filing.

Corporate Governance Analyst

TL;DR: Continued insider selling may raise optics questions despite immaterial size.

Zuckerberg controls ~58 % voting power; repeated cash sales without accompanying 10b5-1 detail can attract scrutiny over information asymmetry. Although Rule 144 compliance is clear, cumulative sales above $100 m in three months could be construed as waning confidence. Visibility into any pre-arranged plan would ease concerns. I assign a mild negative governance signal, yet note no change in control risk.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fogel Glenn D

(Last) (First) (Middle)

BOOKING HOLDINGS INC.

800 CONNECTICUT AVENUE

(Street)

NORWALK CT 06854

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Booking Holdings Inc. [ BKNG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	07/31/2025		G		1,000	D	$0	25,633	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On July 31, 2025, Mr. Fogel made a charitable gift of 1,000 shares of Booking Holdings Inc. common stock, par value $0.008 per share.

	/s/ Vijay Iyer, Attorney-in-Fact	08/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Meta (META) shares is Mark Zuckerberg planning to sell?

The Form 144 covers 15,847 Class A shares with an estimated value of $11.94 million.

What percentage of Meta's outstanding shares does the proposed sale represent?

Only about 0.007 % of the 2.17 billion shares outstanding.

How many shares has Zuckerberg sold in the past three months?

He has already sold 156,847 shares between 6 June and 31 July 2025.

What were the gross proceeds from recent insider sales?

The past three-month sales generated approximately $113 million in gross proceeds.

When were the shares originally acquired?

The shares were acquired via option exercise on 17 May 2012.

Is the upcoming sale under a Rule 10b5-1 trading plan?

The filing does not reference any Rule 10b5-1 plan.