Booking Holdings Insider Filing: Fogel Disposes 964 Shares via 10b5-1

Rhea-AI Filing Summary

Glenn D. Fogel, Booking Holdings Inc. director and CEO, reported multiple sales of common stock on 09/15/2025 under a pre-established 10b5-1 trading plan adopted December 9, 2024. The Form 4 shows a reduction in direct beneficial ownership from 24,571 shares to 23,607, a net sale of 964 shares. The transactions were effected in many tranches at prices disclosed as weighted averages in accompanying explanations, with per-tranche price ranges around the amounts listed on the form. The filing was signed by an attorney-in-fact, Vijay Iyer, on 09/16/2025.

Positive

• 10b5-1 trading plan disclosed (adopted December 9, 2024), indicating pre-arranged transactions
• Timely and complete Form 4 disclosure including weighted-average price ranges and a signed certification by attorney-in-fact

Negative

• Insider disposals on 09/15/2025: direct beneficial ownership decreased from 24,571 to 23,607 shares (net sale of 964 shares)

Insights

Corporate Governance Expert

TL;DR: Routine insider sales under a pre-existing 10b5-1 plan, disclosed properly; not obviously material given the small share count.

The filing documents systematic sales executed under a 10b5-1(c) plan adopted December 9, 2024, which provides an affirmative defense to insider trading allegations when properly established. The report shows direct disposals reducing the CEO's holdings by 964 shares on a single trading date, disclosed in multiple tranches with weighted-average pricing details provided in the explanations. From a governance perspective, timely Form 4 disclosure and specification of the 10b5-1 plan are proper controls; the transactions appear routine rather than headline-making.

Securities Analyst

TL;DR: Insider sold 964 shares on 09/15/2025 under a 10b5-1 plan; the absolute size suggests limited market impact.

The multiple sales aggregated to a net decrease from 24,571 to 23,607 shares, indicating 964 shares disposed. The accompanying explanations list weighted-average price ranges for grouped tranches and note the 10b5-1 plan date. For investors, the key facts are the timing, plan disclosure, and the relatively small magnitude of the sales versus total insider holdings, implying minimal direct effect on company valuation from these transactions alone.

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).

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)
09/15/2025

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)	09/15/2025		S		49	D	$5,437.04	24,571	D
Common Stock(1)	09/15/2025		S		43	D	$5,442.55	24,528	D
Common Stock(1)	09/15/2025		S		6	D	$5,448.55	24,522	D
Common Stock(1)	09/15/2025		S		49	D	$5,467.02	24,473	D
Common Stock(1)	09/15/2025		S		6	D	$5,483.3	24,467	D
Common Stock(1)(2)	09/15/2025		S		49	D	$5,490.26	24,418	D
Common Stock(1)(3)	09/15/2025		S		44	D	$5,493.855	24,374	D
Common Stock(1)	09/15/2025		S		6	D	$5,497.51	24,368	D
Common Stock(1)	09/15/2025		S		43	D	$5,506.22	24,325	D
Common Stock(1)(4)	09/15/2025		S		12	D	$5,508.285	24,313	D
Common Stock(1)(5)	09/15/2025		S		50	D	$5,510.5662	24,263	D
Common Stock(1)	09/15/2025		S		43	D	$5,514.03	24,220	D
Common Stock(1)	09/15/2025		S		43	D	$5,515.49	24,177	D
Common Stock(1)(6)	09/15/2025		S		53	D	$5,524.5796	24,124	D
Common Stock(1)(7)	09/15/2025		S		12	D	$5,525.72	24,112	D
Common Stock(1)(8)	09/15/2025		S		49	D	$5,526.8916	24,063	D
Common Stock(1)(9)	09/15/2025		S		40	D	$5,530.353	24,023	D
Common Stock(1)(10)	09/15/2025		S		45	D	$5,531.9218	23,978	D
Common Stock(1)	09/15/2025		S		6	D	$5,533.11	23,972	D
Common Stock(1)	09/15/2025		S		6	D	$5,534.18	23,966	D
Common Stock(1)(11)	09/15/2025		S		50	D	$5,538.6646	23,916	D
Common Stock(1)	09/15/2025		S		6	D	$5,540.15	23,910	D
Common Stock(1)(12)	09/15/2025		S		49	D	$5,544.9155	23,861	D
Common Stock(1)(13)	09/15/2025		S		86	D	$5,546.15	23,775	D
Common Stock(1)	09/15/2025		S		4	D	$5,547.67	23,771	D
Common Stock(1)(14)	09/15/2025		S		6	D	$5,550.6233	23,765	D
Common Stock(1)(15)	09/15/2025		S		58	D	$5,552.3197	23,707	D
Common Stock(1)(16)	09/15/2025		S		98	D	$5,554.5687	23,609	D
Common Stock(1)	09/15/2025		S		2	D	$5,555.74	23,607	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 $5,489.83 - $5,490.32. 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 $5,493.64 - $5,493.86. 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 $5,508.01 - $5,508.56. 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 $5,510.20 - $5,510.60. 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 $5,524.37 - $5,524.60. 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 $5,525.52 - $5,525.92. 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 $5,526.85 - $5,527.19. 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 $5,529.46 - $5,530.40. 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 $5,531.70 - $5,532.65. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

11. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,538.25 - $5,538.73. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

12. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,544.88 - $5,545.17. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

13. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,546.08 - $5,546.22. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

14. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,550.58 - $5,550.84. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

15. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,551.93 - $5,552.40. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

16. Represents the weighted average sales price. The range of prices received for the reported transactions was $5,554.20 - $5,554.98. 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	09/16/2025
	** 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

Who filed the Form 4 for BKNG and what is their role?

The filing reports Glenn D. Fogel, who is listed as a Director and CEO and President of Booking Holdings Inc.

When were the transactions executed according to the Form 4?

The transactions were executed on 09/15/2025 and the Form 4 was signed by the attorney-in-fact on 09/16/2025.

How many shares did the reporting person sell on 09/15/2025?

The reported sales reduced direct beneficial ownership from 24,571 to 23,607, a net sale of 964 shares.

Were the sales part of a pre-arranged trading plan?

Yes. The explanations state the sales were made under a 10b5-1(c) plan adopted on December 9, 2024.

Does the Form 4 provide sale prices?

The Form 4 includes weighted-average prices and ranges for grouped tranches; specific per-tranche ranges are listed in the explanations.