Booking Holdings (BKNG) SVP awarded 1,526 additional performance shares

Rhea-AI Filing Summary

Booking Holdings Inc. senior vice president, chief accounting officer and controller Susana D'Emic reported an acquisition of 1,526 shares of common stock with a transaction price of $0.00 per share. These shares represent additional common stock underlying a performance share unit award granted on March 4, 2023, where performance has exceeded the target amount.

The additional performance-based shares are expected to vest on March 4, 2026, subject to Ms. D'Emic's continued service. Following this award-related acquisition, Ms. D'Emic now directly holds a total of 7,325 shares of Booking Holdings common stock.

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

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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^*

D'Emic Susana

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CAO & CONTROLLER

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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)	02/16/2026		A		1,526	A	$0	7,325	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. Represents the additional number of shares of common stock underlying a performance share unit award that was granted on March 4, 2023, for which the performance has exceeded the target amount, and are expected to vest on March 4, 2026 subject to continued service.

	/s/ Vijay Iyer, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Booking Holdings (BKNG) insider Susana D'Emic report in this Form 4?

Susana D'Emic reported acquiring 1,526 shares of Booking Holdings common stock at a transaction price of $0.00 per share. The acquisition stems from a performance share unit award that exceeded its target, increasing her directly held stake.

How many Booking Holdings (BKNG) shares does Susana D'Emic hold after this transaction?

After this transaction, Susana D'Emic directly holds 7,325 shares of Booking Holdings common stock. This total reflects the addition of 1,526 shares tied to a performance share unit award that outperformed its target conditions.

What is the nature of the 1,526 Booking Holdings (BKNG) shares acquired by Susana D'Emic?

The 1,526 shares represent additional common stock underlying a performance share unit award granted on March 4, 2023. Performance exceeded the target level, resulting in extra shares being credited to the award for Ms. D'Emic.

When are Susana D'Emic’s performance-based Booking Holdings (BKNG) shares expected to vest?

The additional performance-based shares for Susana D'Emic are expected to vest on March 4, 2026. Vesting is conditioned on her continued service with Booking Holdings through that date, as specified in the award footnote.

Did Susana D'Emic pay cash for the 1,526 Booking Holdings (BKNG) shares reported?

No, the reported transaction price per share for the 1,526 Booking Holdings shares is $0.00. The shares arise from a performance share unit award structure, not an open-market purchase involving a cash payment per share.

What transaction code is used in Susana D'Emic’s Booking Holdings (BKNG) Form 4 filing?

The Form 4 uses transaction code "A," indicating a grant, award, or other acquisition of securities. In this case, it reflects additional shares earned under a performance share unit award that outperformed its initial target level.