Booking Holdings (BKNG) CFO logs RSU grant and tax-share disposition

Rhea-AI Filing Summary

Booking Holdings Inc. chief financial officer Ewout L. Steenbergen reported routine equity compensation transactions involving company common stock. On March 4, 2026, 121 shares were disposed of to cover tax withholding obligations tied to the vesting of restricted stock units, rather than through an open-market sale. The same day, he received a grant of 924 restricted stock units at no cash cost. These units are scheduled to vest in installments between the grant date and March 4, 2029, subject to his continued service and certain conditions in the award agreement. Following these transactions, his directly held common stock balance increased.

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^*

Steenbergen Ewout L

(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)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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)	03/04/2026		F		121	D	$4,153.87	2,766	D
Common Stock(2)	03/04/2026		A		924	A	$0	3,690	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 March 4, 2026, 121 shares were withheld to satisfy certain tax withholding obligations related to the vesting of restricted stock units.

2. Represents a grant of restricted stock units. Subject to continued service, the shares will vest in installments between the grant date and March 4, 2029, or earlier, upon the occurrence of certain events specified in the reporting person's restricted stock unit award agreement.

	/s/ Vijay Iyer, Attorney-in-Fact	03/04/2026
	** 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).
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FAQ

What insider transactions did Booking Holdings (BKNG) CFO Ewout Steenbergen report?

The CFO reported a tax-withholding disposition of 121 common shares and a grant of 924 restricted stock units. The disposition covered taxes on vesting RSUs, while the new RSU award increases his potential future share ownership if service-based vesting conditions are met.

Was the Booking Holdings (BKNG) CFO’s Form 4 transaction an open-market stock sale?

No, the 121-share disposition was for tax withholding tied to restricted stock unit vesting, not an open-market sale. Shares were withheld to satisfy tax obligations automatically, a common mechanism in equity compensation programs, rather than voluntarily sold into the market.

How many Booking Holdings (BKNG) shares did the CFO acquire in this Form 4 filing?

He received an award of 924 restricted stock units, recorded at a zero cash price per unit. These RSUs represent a right to receive shares over time, vesting in installments through March 4, 2029, if he continues to meet service requirements.

What are the vesting terms of the new Booking Holdings (BKNG) restricted stock units?

The 924 restricted stock units vest in installments between the March 4, 2026 grant date and March 4, 2029. Vesting is subject to continued service and may accelerate on certain events detailed in the restricted stock unit award agreement.

How did the Booking Holdings (BKNG) CFO’s direct share ownership change after these transactions?

After the 121-share tax withholding disposition, his directly held common stock position was 2,766 shares. Following the 924-unit RSU grant, his reported total direct common stock holdings increased to 3,690 shares, reflecting the newly awarded restricted stock units.