BKNG Form 4: Glenn Fogel Disposes Shares on 08/15/2025 Under 10b5-1

Rhea-AI Filing Summary

Glenn D. Fogel, CEO and President of Booking Holdings Inc. (BKNG), reported a series of open-market sales completed on 08/15/2025 under a 10b5-1(c) trading plan adopted on December 9, 2024. The Form 4 lists multiple disposal transactions executed that day at prices in a narrow range (about $5,448 to $5,503 per share). The reported sequence shows beneficial ownership following the transactions moving from 25,584 shares at the start of the day to 24,620 shares after the last sale, reflecting the cumulative effect of the disposals. The filing is signed by an attorney-in-fact on behalf of the reporting person.

Insights

Securities/Insider Transactions Analyst

TL;DR: Routine, preplanned insider sales under a 10b5-1 plan produced modest reductions in beneficial ownership.

The filing documents multiple small block sales executed the same day under an established 10b5-1 plan, indicating execution under an affirmative-defense schedule rather than ad hoc trading. Transaction prices are clustered, which is consistent with executions over a short time window. The movement in beneficial ownership—from 25,584 to 24,620 shares—represents a modest reduction in insider holdings relative to the absolute share counts disclosed in the form. For investors, this is a disclosure of liquidity activity by a senior executive rather than an operational or financial signal about company performance.

Corporate Governance Specialist

TL;DR: Disclosure aligns with sound governance practice by documenting a 10b5-1 plan-driven sale and providing price ranges.

The report includes explanatory notes referencing weighted-average prices and price ranges for grouped transactions and explicitly states the 10b5-1(c) plan adoption date, which supports the affirmative defense framework. The filing is complete with an attorney-in-fact signature, showing procedural compliance. Materiality is low: these are scheduled sales with transparent pricing details, not an unexpected insider disposition or leadership change.

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).

X

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)
08/15/2025

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)(2)	08/15/2025		S		49	D	$5,448.4616	25,584	D
Common Stock(1)	08/15/2025		S		32	D	$5,455	25,552	D
Common Stock(1)	08/15/2025		S		49	D	$5,456.6	25,503	D
Common Stock(1)	08/15/2025		S		3	D	$5,458.67	25,500	D
Common Stock(1)	08/15/2025		S		6	D	$5,463.74	25,494	D
Common Stock(1)	08/15/2025		S		6	D	$5,467.56	25,488	D
Common Stock(1)	08/15/2025		S		43	D	$5,468.84	25,445	D
Common Stock(1)	08/15/2025		S		6	D	$5,470.63	25,439	D
Common Stock(1)(3)	08/15/2025		S		49	D	$5,471.8957	25,390	D
Common Stock(1)(4)	08/15/2025		S		49	D	$5,474.9457	25,341	D
Common Stock(1)(5)	08/15/2025		S		104	D	$5,476.4066	25,237	D
Common Stock(1)(6)	08/15/2025		S		92	D	$5,477.7015	25,145	D
Common Stock(1)(7)	08/15/2025		S		121	D	$5,479.8542	25,024	D
Common Stock(1)(8)	08/15/2025		S		98	D	$5,481.0933	24,926	D
Common Stock(1)(9)	08/15/2025		S		67	D	$5,482.1878	24,859	D
Common Stock(1)(10)	08/15/2025		S		98	D	$5,483.4801	24,761	D
Common Stock(1)	08/15/2025		S		43	D	$5,484.44	24,718	D
Common Stock(1)	08/15/2025		S		49	D	$5,490.1	24,669	D
Common Stock(1)	08/15/2025		S		6	D	$5,498.21	24,663	D
Common Stock(1)	08/15/2025		S		43	D	$5,502.69	24,620	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. The 10b5-1(c) sales plan was adopted on December 9, 2024.

2. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,448.33 - $5,448.48. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

3. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,471.81 - $5,472.51. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

4. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,474.70 - $5,474.98. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

5. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,476.00 - $5,476.77. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

6. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,477.22 - $5,478.20. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

7. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,479.44 - $5,480.30. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

8. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,480.70 - $5,481.50. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

9. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,482.00 - $5,482.77. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

10. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,483.10 - $5,484.00. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

	/s/ Vijay Iyer, Attorney-in-Fact	08/18/2025
	** 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.
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FAQ

What insider activity did Booking Holdings (BKNG) report on Form 4?

The Form 4 reports multiple sales by Glenn D. Fogel on 08/15/2025 executed under a 10b5-1(c) plan.

How many shares did Glenn D. Fogel beneficially own after the reported sales?

The filing shows beneficial ownership following the reported transactions of 24,620 shares.

When was the 10b5-1 trading plan adopted for these sales?

The explanatory notes state the 10b5-1(c) plan was adopted on December 9, 2024.

What price range were the reported BKNG sales executed at?

The listed transaction prices and notes indicate execution prices roughly in the range of $5,448 to $5,503 per share, with weighted-average prices provided for grouped transactions.

Who signed the Form 4 filing for these transactions?

The filing is signed by /s/ Vijay Iyer, Attorney-in-Fact dated 08/18/2025.